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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.52M
Business-Combination Transaction
65: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 23K
66: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 10K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 465K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 24K
12: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 60K
13: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 22K
14: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 59K
15: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 29K
16: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 59K
17: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 24K
18: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 61K
19: EX-3.17 Articles of Incorporation/Organization or By-Laws HTML 25K
20: EX-3.18 Articles of Incorporation/Organization or By-Laws HTML 59K
21: EX-3.19 Articles of Incorporation/Organization or By-Laws HTML 38K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 61K
22: EX-3.20 Articles of Incorporation/Organization or By-Laws HTML 47K
23: EX-3.21 Articles of Incorporation/Organization or By-Laws HTML 23K
24: EX-3.22 Articles of Incorporation/Organization or By-Laws HTML 38K
25: EX-3.23 Articles of Incorporation/Organization or By-Laws HTML 23K
26: EX-3.24 Articles of Incorporation/Organization or By-Laws HTML 124K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 24K
6: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 59K
7: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 24K
8: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 61K
9: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 57K
10: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 61K
11: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 21K
27: EX-4.1 Instrument Defining the Rights of Security Holders HTML 542K
28: EX-4.2 Instrument Defining the Rights of Security Holders HTML 112K
29: EX-5.1 Opinion re: Legality HTML 31K
30: EX-5.2 Opinion re: Legality HTML 31K
31: EX-8.1 Opinion re: Tax Matters HTML 26K
32: EX-10.1 Material Contract HTML 770K
41: EX-10.10 Material Contract HTML 97K
42: EX-10.11 Material Contract HTML 34K
43: EX-10.12 Material Contract HTML 34K
44: EX-10.13 Material Contract HTML 50K
45: EX-10.14 Material Contract HTML 71K
46: EX-10.15 Material Contract HTML 72K
47: EX-10.16 Material Contract HTML 108K
48: EX-10.17 Material Contract HTML 103K
49: EX-10.18 Material Contract HTML 91K
50: EX-10.19 Material Contract HTML 29K
33: EX-10.2 Material Contract HTML 192K
51: EX-10.20 Material Contract HTML 112K
52: EX-10.21 Material Contract HTML 101K
53: EX-10.22 Material Contract HTML 63K
54: EX-10.23 Material Contract HTML 23K
55: EX-10.24 Material Contract HTML 22K
56: EX-10.25 Material Contract HTML 95K
34: EX-10.3 Material Contract HTML 62K
35: EX-10.4 Material Contract HTML 46K
36: EX-10.5 Material Contract HTML 52K
37: EX-10.6 Material Contract HTML 93K
38: EX-10.7 Material Contract HTML 39K
39: EX-10.8 Material Contract HTML 31K
40: EX-10.9 Material Contract HTML 24K
58: EX-21.1 Subsidiaries HTML 43K
59: EX-23.1 Consent of Experts or Counsel HTML 20K
60: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 116K
61: EX-99.1 Miscellaneous Exhibit HTML 137K
62: EX-99.2 Miscellaneous Exhibit HTML 36K
63: EX-99.3 Miscellaneous Exhibit HTML 24K
64: EX-99.4 Miscellaneous Exhibit HTML 27K
57: EX-12.1 Statement re: Computation of Ratios HTML 30K
| EX-5.1 |
Exhibit 5.1
212-373-3000
212-757-3990
McGraw-Hill Global Education Holdings, LLC
McGraw-Hill Global Education Finance, Inc.
2 Penn Plaza
Registration Statement on Form S-4
(Registration No. 333-__________)
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the “Registration Statement”) of McGraw-Hill Global Education Holdings, LLC, a Delaware limited liability company, and McGraw-Hill Global Education Finance, Inc., a Delaware corporation (together, the “Issuers”), the persons listed on Schedule I hereto (each, a “Delaware LLC Guarantor”), ALEKS Corporation (the “Delaware Corporate Guarantor,” and, collectively with the Delaware LLC Guarantors, the “Delaware Guarantors”), McGraw-Hill Interamericana, Inc. (the “New York Guarantor”) and Tegrity, Inc. (the
“California Guarantor,” and, collectively with the Delaware Guarantors and the New York Guarantor, the “Guarantors”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”), you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of the Issuers’ $800,000,000 aggregate principal amount of 9.75% First-Priority Senior Secured Notes due 2021 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).
The Exchange Notes and the Guarantees are to be offered in exchange for the Issuers’ outstanding $800,000,000 aggregate principal amount of 9.75% First-Priority Senior Secured Notes due 2021 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the Guarantees will be issued by the Issuers and the Guarantors in accordance with the terms of the Indenture (the “Indenture”), dated as of March 22, 2013, by and among the Issuers, MHE US Holdings, LLC (“MHE US”), the Guarantors and Wilmington Trust, National Association, as trustee.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1. the Registration Statement;
2. the Indenture, including as an exhibit thereto the form of Exchange Note, included as Exhibit 4.1 to the Registration Statement; and
3. the Registration Rights Agreement, dated as of March 22, 2013 (the “Registration Rights Agreement), by and among the Issuers, MHE US, the Guarantors and the initial purchasers named therein, included as Exhibit 4.2 to the Registration Statement.
In addition, we have examined (i) such corporate or limited liability company records, as applicable, of each Issuer, each Delaware Guarantor and the New York Guarantor that we have considered appropriate, including a copy of the certificate of incorporation or formation, as applicable, in each case as amended, and by-laws or limited liability company agreement, as applicable, in each case as amended, of each Issuer, each Delaware Guarantor and the New York Guarantor, certified by each Issuer and each such Guarantor as in effect on the date of this letter, and copies of resolutions of the board of directors or board of managers, as applicable, of each Issuer, each Delaware Guarantor and the New York Guarantor relating to the issuance of the Exchange Notes and the Guarantees, certified by the Issuers and such Guarantors and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Issuers and the Guarantors made in the Documents and upon certificates of public officials and the officers of the Issuers and the Guarantors.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, (i) that the Exchange Notes and Guarantees will be issued as described in the Registration Statement, (ii) that the Exchange Notes and Guarantees will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added, (iii) that the California Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, (iv) that the California Guarantor has all necessary corporate power to execute, deliver and perform its obligations under the Indenture and the Guarantee, (v) that the execution, delivery and performance by the California Guarantor of the Indenture and the Guarantee have been duly authorized by all necessary corporate action and do not violate such party’s articles of incorporation, as amended, or the laws of its jurisdiction of organization and (vi) the due execution and delivery of the Indenture and the Guarantee by the California Guarantor under the laws of its jurisdiction of organization. With regards to certain matters of state law, we have relied, with the Issuers’ permission, upon the opinion of Orrick, Herrington & Sutcliffe LLP, filed as Exhibit 5.2 to the Registration Statement.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:
1. When duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement
and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Exchange Notes will constitute the legal, valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except that the enforceability of the Exchange Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
2. When the Exchange Notes are duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Guarantees will constitute the legal, valid and binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, except that enforceability of the Guarantees may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
The opinions expressed above are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
SCHEDULE I
| Name |
| McGraw-Hill Global Education Intermediate Holdings, LLC |
| McGraw-Hill Education Publications Overseas LLC |
| McGraw-Hill Education Ventures LLC |
| McGraw-Hill Global Education, LLC |
| McGraw-Hill Global Education Mexico Holdings, LLC |
| McGraw-Hill International Enterprises LLC |
| ALEKS Holdco, LLC |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/31/14 | None on these Dates | ||
| 3/22/13 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/12/14 SEC UPLOAD¶ 10/20/17 1:142K McGraw-Hill Global Education… LLC 5/06/14 SEC UPLOAD¶ 10/20/17 1:149K McGraw-Hill Global Education… LLC 2/27/14 SEC UPLOAD¶ 10/20/17 1:206K McGraw-Hill Global Education… LLC |